Attached files

file filename
EX-3.9 - FORM OF CERTIFICATE OF MERGER - DELAWARE - ADIAL PHARMACEUTICALS, INC.fs12017ex3-9_adialpharma.htm
EX-23.3 - CONSENT OF IPSOS-INSIGHT, LLC - ADIAL PHARMACEUTICALS, INC.fs12017ex23-3_adialpharma.htm
EX-23.1 - CONSENT OF FRIEDMAN LLP - ADIAL PHARMACEUTICALS, INC.fs12017ex23-1_adialpharma.htm
EX-10.20 - AMENDMENT #4 TO LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-20_adialpharma.htm
EX-10.19 - SUBLEASE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-19_adialpharma.htm
EX-10.18 - FORM OF INDEMNIFICATION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-18_adialpharma.htm
EX-10.17 - EMPLOYMENT AGREEMENT - TOMASZ H. ZASTAWNY - ADIAL PHARMACEUTICALS, INC.fs12017ex10-17_adialpharma.htm
EX-10.16 - EMPLOYMENT AGREEMENT - JOSEPH TRULUCK - ADIAL PHARMACEUTICALS, INC.fs12017ex10-16_adialpharma.htm
EX-10.15 - EMPLOYMENT AGREEMENT - WILLIAM B. STILLEY - ADIAL PHARMACEUTICALS, INC.fs12017ex10-15_adialpharma.htm
EX-10.14 - CONSULTING AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-14_adialpharma.htm
EX-10.13 - FORM OF SUBSCRIPTION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-13_adialpharma.htm
EX-10.12 - PROMISSORY NOTE - ADIAL PHARMACEUTICALS, INC.fs12017ex10-12_adialpharma.htm
EX-10.11 - SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS - ADIAL PHARMACEUTICALS, INC.fs12017ex10-11_adialpharma.htm
EX-10.10 - SECURITY AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-10_adialpharma.htm
EX-10.9 - SECURITIES PURCHASE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-9_adialpharma.htm
EX-10.8 - TERMINATION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-8_adialpharma.htm
EX-10.7 - CONSULTING AGREEMENT - JOSEPH TRULUCK - ADIAL PHARMACEUTICALS, INC.fs12017ex10-7_adialpharma.htm
EX-10.6 - SALARY FORBEARANCE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-6_adialpharma.htm
EX-10.5 - EXECUTIVE EMPLOYMENT AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-5_adialpharma.htm
EX-10.4 - AMENDMENT #3 TO LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-4_adialpharma.htm
EX-10.3 - AMENDMENT #2 TO LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-3_adialpharma.htm
EX-10.2 - AMENDMENT #1 TO LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-2_adialpharma.htm
EX-10.1 - LICENSE AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex10-1_adialpharma.htm
EX-4.13 - FORM OF OPTION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-13_adialpharma.htm
EX-4.12 - FORM OF STOCK OPTION GRANT NOTICE, OPTION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-12_adialpharma.htm
EX-4.11 - FORM OF 2017 EQUITY INCENTIVE PLAN - ADIAL PHARMACEUTICALS, INC.fs12017ex4-11_adialpharma.htm
EX-4.10 - PERFORMANCE BONUS PLAN - ADIAL PHARMACEUTICALS, INC.fs12017ex4-10_adialpharma.htm
EX-4.9 - OPTION AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-9_adialpharma.htm
EX-4.8 - FORM OF MEMBERSHIP UNIT AWARD (PROFITS INTEREST) AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-8_adialpharma.htm
EX-4.7 - SENIOR SECURED PROMISSORY NOTE - ADIAL PHARMACEUTICALS, INC.fs12017ex4-7_adialpharma.htm
EX-4.6 - FORM OF 2016 CONVERTIBLE PROMISSORY NOTE - ADIAL PHARMACEUTICALS, INC.fs12017ex4-6_adialpharma.htm
EX-4.5 - FORM OF COMMON STOCK PURCHASE WARRANT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-5_adialpharma.htm
EX-4.4 - FORM OF WARRANT TO PURCHASE MEMBERSHIP UNITS (2013 OFFERING) - ADIAL PHARMACEUTICALS, INC.fs12017ex4-4_adialpharma.htm
EX-4.3 - FORM OF WARRANT TO PURCHASE MEMBERSHIP UNITS (2011 OFFERING) - ADIAL PHARMACEUTICALS, INC.fs12017ex4-3_adialpharma.htm
EX-4.2 - FORM OF REPRESENTATIVE'S WARRANT - ADIAL PHARMACEUTICALS, INC.fs12017ex4-2_adialpharma.htm
EX-3.11 - FORM OF AGREEMENT AND PLAN OF REORGANIZATION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-11_adialpharma.htm
EX-3.8 - FORM OF PLAN OF CONVERSION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-8_adialpharma.htm
EX-3.7 - FORM OF ARTICLES OF CONVERSION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-7_adialpharma.htm
EX-3.6 - FORM OF BYLAWS OF APL CONVERSION CORP - ADIAL PHARMACEUTICALS, INC.fs12017ex3-6_adialpharma.htm
EX-3.5 - FORM OF ARTICLES OF INCORPORATION OF APL CONVERSION CORP - ADIAL PHARMACEUTICALS, INC.fs12017ex3-5_adialpharma.htm
EX-3.4 - FORM OF BYLAWS - ADIAL PHARMACEUTICALS, INC.fs12017ex3-4_adialpharma.htm
EX-3.3 - FORM OF CERTIFICATE OF INCORPORATION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-3_adialpharma.htm
EX-3.2 - SECOND AMENDED AND RESTATED OPERATING AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex3-2_adialpharma.htm
EX-3.1 - ARTICLES OF ORGANIZATION - ADIAL PHARMACEUTICALS, INC.fs12017ex3-1_adialpharma.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - ADIAL PHARMACEUTICALS, INC.fs12017ex1-1_adailpharma.htm
S-1 - REGISTRATION STATEMENT - ADIAL PHARMACEUTICALS, INC.fs12017_adialpharma.htm

Exhibit 3.10

 

ARTICLES OF MERGER

OF

APL CONVERSION CORP.

INTO

ADIAL PHARMACEUTICALS, INC.

 

The undersigned corporations, pursuant to Title 13.1, Chapter 9 Article 12 of the Code of Virginia, titled the Virginia Stock Corporation Act (hereinafter the “VSCA”), hereby execute the following articles of merger and set forth:

 

FIRST: The name and state or jurisdiction of incorporation of each of the constituent corporations proposing to merge is as follows:

 

Name of Corporation


 

State of Incorporation


APL CONVERSION CORP.   Virginia
     
ADIAL PHARMACEUTICALS, INC.   Delaware

 

SECOND: The laws of the state under which Adial Pharmaceuticals, Inc. (hereinafter “API”) is organized permit the proposed merger and API has complied with all of the requisite merger provisions of the Delaware General Corporation Law in effecting the merger.

 

THIRD: APL Conversion Corp. (hereinafter “ACC”) has complied with all of the requisite merger provisions of the VSCA in effecting the merger, including Sections 13.1 – 716, 718, 720-722.

 

FOURTH: The Agreement and Plan of Merger, by and between ACC and API, dated September , 2017 (the “Merger Agreement”) has been approved, adopted and certified, executed and acknowledged by each of the constituent corporations and the terms of the Merger Agreement are as follows:

 

ACC shall merge with and into API, whereby the separate corporate existence of ACC shall thereupon cease (the “Merger”) and API shall continue as the surviving corporation. API shall continue to be governed by the laws of the State of Delaware, and all of the assets, and interests of every description, wherever located, and all rights, privileges, immunities, powers, franchises and authority of ACC shall be vested in API as the surviving corporation, without further act or deed and all liabilities and obligations of ACC shall be allocated to API as the surviving corporation.

 

The Certificate of Incorporation and Bylaws of API shall be the Certificate of Incorporation and Bylaws of the surviving corporation.

 

Each share of common stock, par value $0.01 per share, of API issued and outstanding immediately prior to the Merger shall be canceled, retired and cease to be outstanding or exist.

 

Each outstanding share of ACC common stock issued and outstanding immediately prior to the Merger shall convert into the right to receive merger consideration, subject to the terms and conditions of the Merger Agreement, without interest, upon surrender of the certificate representing such shares and all shares of ACC common stock shall be canceled, retired and cease to be outstanding or exist. Each holder of a certificate representing shares of ACC common stock and ACC preferred stock shall thereafter cease to have any rights with respect to the same.

 

 

 

ARTICLES OF MERGER — Page 2


  

  

The Merger shall have the effects as specified in Section 259 of the Delaware General Corporation Law and Section 13.1 – 721 of the VSCA.

 

FIFTH: The Merger Agreement was submitted to the shareholders of ACC by the board of directors of ACC in accordance with the provisions of Section 13.1 – 718 of the VSCA, and:

 

The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the Merger Agreement were as follows:

 

Designation


   

No. of Outstanding Shares


 

No. of Votes


Common Stock          

Preferred Stock

 

         
Grand Total          

 

The total number of votes cast for and against the Merger Agreement by each voting group entitled to vote separately thereon was:

 

Voting Group


 

Total No. of Votes

Cast for the Merger


 

Total No. of Votes Cast

Against the Merger


Common Stock Stockholders        

Preferred Stock Stockholders

 

       
Grand Total        

 

The number of votes cast in favor of the Merger Agreement by each voting group was sufficient for approval by that voting group.

 

SIXTH: The effective date of the Merger shall be the date that the Articles of Merger are filed with State Corporation Commission of the Commonwealth of Virginia and the Certificate of Merger is filed with the Secretary of State of the State of Delaware.

 

SEVENTH: The terms and conditions of the Merger Agreement were adopted by (i) the board of directors of ACC on September , 2017 and by the shareholders of ACC on September , 2017, and (ii) the board of directors of API on September , 2017 and by the shareholders of API, the surviving corporation, on September , 2017.

 

 

[SIGNATURES ON NEXT PAGE]

 

 

 

ARTICLES OF MERGER — Page 3


  

 

    Signed this      day of September, 2017
         
    APL CONVERSION CORP.
         
         
      By:  
      Name:  
      Title:  
    ADIAL PHARMACEUTICALS, INC.
         
         
      By:  
      Name:  
      Title:  

 

 

 

 

 

ARTICLES OF MERGER — Signature Page